


Rule of Three

by Darkwillow6



Category: Supergirl (TV 2015)
Genre: Bottom!Kelly, Cunnilingus, Dansen Thirst Squad, F/F, Gratuitous Smut, Shameless Smut, Smut, Strap-Ons, Threesome - F/F/F, Tumblr Prompt, Vaginal Fingering, Vaginal Sex, Vers!Sam, slightly OOC, top!Alex
Language: English
Status: Completed
Published: 2020-07-02
Updated: 2020-07-02
Packaged: 2021-03-05 03:07:30
Rating: Explicit
Warnings: No Archive Warnings Apply
Chapters: 1
Words: 8,344
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/25037479
Author URL: https://archiveofourown.org/users/Darkwillow6/pseuds/Darkwillow6
Summary: Kelly meets Sam and then presents Alex with an intriguing proposition.Based on a prompt by RennyWilson: F/F/F fic with Sam, Alex, and Kelly
Relationships: Alex Danvers/Kelly Olsen, Samantha "Sam" Arias/Alex Danvers/Kelly Olsen
Comments: 22
Kudos: 71





	Rule of Three

**Author's Note:**

  * For [RenLuthor](https://archiveofourown.org/users/RenLuthor/gifts).



> Okay... Look... I got really carried away with this one. Like, a lot. I know it's OOC so don't @ me about that. Lol. I tried to make it as in character as possible for all involved. This fic is entirely indulgent and completely out of control. Consider this your warning. Lol. 
> 
> Anyway, if you enjoy it, please, please, please leave me some feedback. It's rough staying motivated sometimes and it truly helps. I'm SmutEmpress on Tumblr if you want to submit prompts. I'm a little backed up at the moment, but I'll add it to my list. 
> 
> I hope you enjoy the story! And thank you RennyWilson for giving me a ship I didn't know I needed. Lol.

“Thanks for coming early to get everything set up,” Kara said, slightly turning one of the many snack bowls on the bar.

“It looks great. Stop fidgeting,” I replied, laughing at her nervousness.

“It’s just been such a long time since she’s been back and I want her to have a good time,” she said, dropping her shoulders as she relaxed.

“You got the wine?” I asked.

“Yeah,” she replied, gesturing to several bottles on the kitchen counter.

“Then everyone, including Sam, will have a good time,” I assured her.

“What time is Kelly coming?” she asked, going to the couch.

“She’ll probably get here around eight. She’s working late tonight,” I replied, sitting next to her.

Kara and I got a head start on the wine since we had about half an hour before people would start to show up. Besides, I definitely needed the spare courage for tonight. Here I was, trying to calm my sister down when my own heart was probably beating even faster. I didn’t expect the feeling, even though it made sense. Between helping Sam defeat Reign and helping her pack to leave forever, there was a small window where something could have happened. Something almost had. It was during one of our typical late nights. I was in Sam’s kitchen, helping her prepare some tea to help with her insomnia. 

As soon as I handed her the mug, though, she set it down and stepped closer. I knew exactly what was happening and I licked my lips in anticipation. Long before that moment, I knew what I felt, but I would have never burdened her with it because she was dealing with so much already. So, I decided that if anything were to ever happen between us, it would be because she wanted to and she was ready. And here was that moment. Only we were interrupted by Ruby coming out to get a glass of water. The hot air between us turned quickly to a cool gust as Sam quickly pulled back. My lips tingled with the sensation of her breath on them a second ago, and I didn’t know what to do besides say goodnight and go back home.

That week, Lena offered her the promotion and the chance at a fresh start. And, she took it. So, that was the end of any possible future between us. The part that made me most nervous, though, was that she and Kelly were going to be in the same room. I’d never told her about that night since nothing really happened, but the impending situation had me wondering if it was something I should have mentioned. And Kara definitely didn’t know so I had to continue my show of nonchalance for a few hours longer. Really, though, I didn’t have to be so nervous. I was still attracted to Sam, but I no longer had romantic feelings for her. There was such a finality with her moving to another state, and we went back to being friends seamlessly enough.

Hearing commotion outside her door, Kara rushed over. When she opened it, Sam was there talking to Lena. She excitedly brought them inside and Sam’s eyes met mine over Kara’s shoulder as they hugged. Her smile was warm and wide and it all just seemed so easy suddenly. J’onn arrived a few minutes later, Nia and Brainy not far behind. With music playing and wine supplies diminishing, the small group certainly filled up the space with their excited reminiscing and storytelling. Cheeks flushed from the wine, I went out to the back patio for some air. A minute later Sam met me out there, relaxing into one of the wicker chairs across from where I was leaning on the railing.

“I hope you don’t mind me crashing your solo party. I just needed a break.”

“Yeah. They missed you a little bit,” I replied, laughing.

“I guess so. So, where’s your girlfriend?” she asked, getting up from her seat to stand facing me.

Between those legs and the high heels they were perched on, she was easily taller than me.

“She should be here soon. She had to work late,” I replied. 

“Kara says she’s good for you. I’m happy that you found someone that wants the same things you do,” she said, squeezing my shoulder.

“My best friend’s sister of all people,” I said, taking another sip from my glass.

“Wow. Is that her?” Sam asked, nodding toward the glass door. 

I looked over and saw Kelly talking to Kara. She came straight to the party after work so she was wearing a dark grey pencil skirt with a light blue blouse and darker blue heels. She’d already taken off her matching blazer so some of her hair rested over her shoulder that was exposed in the sleeveless shirt.

“I know, right?” I agreed, having seen Sam’s jaw drop before she could help it. “Come on.”

I opened the door, anxious to greet my girlfriend. Seeing my approach out of the corner of her eye, Kelly turned to me, smiling before wrapping her arms around my shoulders and kissing me. When she pulled back, her eyes immediately shifted toward Sam before she pulled away.

“Kelly, this is Sam. Sam, Kelly,” I said.

They shook hands before Kara pulled me into the kitchen with her to help get more drinks.

“Go. We’ll be fine,” Kelly urged, nodding her head.

Once Kara and I were behind the kitchen counter, I saw that they were sitting next to each other on the couch, with an open seat to Kelly’s left. I poured a few glasses of wine from a fresh bottle as Kara did the same beside me. Hearing Sam laugh, I looked up and saw her hand on Kelly’s thigh and I would have probably wondered what Kelly said that was so funny if I wasn’t so concerned with the tight heat in my low belly. It was completely unexpected, but not so much of a surprise if I thought about it, and I cleared my throat since it was dry now. I got a bottle of water from the fridge, not wanting to drink any more tonight, anyway. 

I didn’t want to wake up with a migraine but, more importantly, I wanted to make sure I was coordinated enough for the post-party activities that I was very much looking forward to. We carried the glasses over to the coffee table and I sat down next to Kelly. She was still talking to Sam, pausing to thank me for the glass of wine I handed her. I heard Sam mention body language and I stopped crunching on my chips to pay closer attention to the conversation.

“I’ve been doing it for so long that I really don’t realize I’m doing it unless someone asks. Which tends to happen when they find out what I do. But it’s definitely useful. Sometimes I can get more from that than what people say,” Kelly replied.

“Okay. Do me. What’s my body language saying, Dr. Olsen?” Sam asked.

I leaned forward slightly, wondering if those words really just came out of Sam’s mouth. Surely, she didn’t mean it the way it sounded, so I tried not to choke on my water. I waited, with a painfully obvious flush on my cheeks, for Kelly to reply. I was especially thankful that everyone else was involved in conversations of their own. 

“Oh, no. I know better than to answer that question at parties,” Kelly replied, laughing.

“Sounds like you learned the hard way,” Sam said.

“Exactly,” Kelly confirmed.

Another hour and a half passed before the party died down. Lena and Sam were the last two left at Kara’s when Kelly and I said goodnight. Since my sister had picked me up earlier to set up, I rode home in the passenger seat of Kelly’s car. By now, I was mostly sober and looking forward to getting home. The quiet in the car made it easy to drift off and I was fighting sleep until Kelly spoke, bringing my attention immediately back to her.

“Have you ever had a threesome?” 

I just looked at her for a long moment, her eyes never leaving the road, and when half a minute had passed, I wondered if I was hearing things. Especially with Kelly’s expression looking as though she’d just asked something as innocuous as what time it was. Although, being a therapist, she did tend to ask a lot of surprising questions with nonchalance.

“Um, no. I haven’t. I can barely please one woman at a time.” 

“Well, speaking as a woman on the receiving end of that pleasure, I can tell you that ‘barely’ isn’t the right word.” 

The forwardness of the response had me consciously squeezing my thighs together. 

“You’re off tomorrow, right?” she asked after a few seconds of silence.

“Yeah. I figured it would be a late night,” I replied as Kelly parked in her usual space.

We held hands on our short walk to the apartment and I wasn’t anywhere near sleepy at this point. That could have been Kelly’s intention with her conversation in the car.

“So, Sam seems great… She had only nice things to say about you. How you helped her through some big stuff. She didn’t go into detail, but it sounds like you were really there for her,” Kelly said as I took off my coat and hung it up.

“I did what I could,” I commented as we walked into the bedroom. 

“You guys must have gotten really close,” she answered, causing me to turn to face her.

I started to wonder more about what was said during the time they were alone together. I couldn’t read Kelly’s expression, but I knew enough to know the statement was intentional.

“You can ask me what you really want to ask me,” I answered.

Maybe Sam mentioned our almost kiss to Kelly, thinking she already knew. How she came to know, or wonder, wasn’t the point right now. As long as I was honest with her, I likely wouldn’t have anything to worry about.

“Did anything ever happen between you and Sam?” she asked bluntly.

“No. There was a very brief point in time where it could have, but it didn’t. And I don’t have feelings like that for her anymore,” I answered. 

“But, you’re attracted to her, right? Like, if I told you that it wouldn’t bother me or make me jealous, you’d sleep with her if she wanted to, wouldn’t you?” 

“I would prefer not to answer that on the grounds that it’s rhetorical,” I said, seeing no good reason to confirm. 

“Who says it’s rhetorical?” she asked.

“Well, you said ‘if’ which is kind of a dead giveaway that… Wait, what is happening right now?” I asked, suddenly making a connection to our conversation from the car.

Kelly came closer to me and took my wrists in her hands.

“Look babe, you and I are monogamous, but neither of us is naïve enough to believe that that means we’re never physically attracted to other people. I just thought that maybe this once, since we’re both attracted to the same person, we could… explore that together.” 

Despite being incredibly stunned by the suggestion my imagination had already run off with the idea. The fact that Kelly just admitted to being attracted to Sam had the most to do with the fantasy I now found myself in. The first image to run through my undeniably perverted mind was the two of them on the bed, Sam on top. Just the thought of them kissing left me completely ignorant to anything going on in the world around me.

“Say something, please. It was just an idea. If you don’t want to-” she began, sounding nervous.

“So, like, you would… you’d touch each other and kiss and stuff?” I asked, my tone and expression clearly removing her worry.

“Okay, now I’m getting the feeling that you’re more interested in me and her than the three of us,” she replied, laughing. 

“That’s not inaccurate,” I agreed, struggling to convince myself that this conversation was really happening. 

“So, what do you think?” she asked, wrapping her arms around me waist. 

“I don’t know,” I replied, the one percent of uncertainty prevailing. 

“What’s the source of your hesitation?”

“You’re being a therapist,” I laughed. 

“Sorry,” she replied, bashfully. 

“But, the source of my hesitation is just… I guess I’m afraid that you’ll be fine with it now and maybe later, you won’t be. I just don’t want to do anything that’s going to risk this.” 

“Well, just the fact that you would turn down sex with someone as hot as Sam because of the possibility that I’ll regret my own idea is exactly the kind of thing that makes me feel safe doing this with you.” 

“You sure?” I asked.

“Very,” she replied, kissing me until I almost forgot what we were talking about.

“So, you think Sam is hot?” I asked when she pulled back.

Kelly smirked and took another step toward me so that I had to sit down on the mattress. 

“Well, I do have eyes,” she replied.

“What do you think is hot about her?” I continued.

The strange mix of slight jealousy and intense arousal was drawn out further as I waited impatiently for her answer. She sat sideways on my lap and my arms immediately secured around her waist.

“Well, her legs for one thing. I mean, do they ever end?” Kelly started. 

“Go on,” I encouraged, kissing her shoulder. 

“Her lips. They look really soft,” she replied, leaning to kiss me. “And she’s confident, like you. It’s a little intimidating, but mostly just really sexy. Besides, you could definitely top her.” 

“Fuck,” I said, suddenly assaulted with that delectable mental image. 

“You want me to call her?” Kelly breathed. 

“Wait. What if she’s not interested? It’ll make things awkward,” I said, trying to force the question through the fog in my mind.

“Alex, really?” she asked, laughing slightly.

“What?”

“I’m going to have to teach you about the body language of attraction one of these days,” she replied. 

She started kissing me again, running her hand down my body and I thought she was going to put her hand in my pants but instead, she pulled my phone from my pocket, scrolling through the contacts. 

“If you want to stop me, now is the time,” she offered, her finger centimeters from the call button. 

I tried so hard to want to stop her but I definitely didn’t. My breath caught in my throat as I heard the soft ringing. I leaned a few inches closer to listen, but Kelly pushed me back gently so that I was lying back on the bed with my feet still on the floor and her heat still in my lap.

“Hi, Sam. It’s Kelly, actually. … Right. Her girlfriend. … Yeah. So, listen, this is going to be pretty weird, but I’m just going to spit it out. I think that you’re really beautiful and after our conversation earlier… Look, maybe I read things wrong, but it seemed like maybe you’d want to come… hang out,” she started. 

I hated not knowing what was happening on the other end of the conversation and my whole body was nearly vibrating with the mix of nerves and anticipation.

“Nope you’re understanding me just fine,” Kelly said, biting her lip.

I propped myself up on my elbows, frustrated that I had no clue what Sam thought about all this as Kelly powered through. 

“Yup. … No,” Kelly replied, smirking and studying me. 

At this point, I was mostly shocked that the conversation was even moving forward. Now, Kelly made it very clear that they were talking about me, the way she looked me up and down as she answered.

“Some combination of nervous and aroused. Mostly the second one. … Great. Our place in an hour?” she asked, nonchalantly.

She danced victoriously in my lap, creating some unexpected and very effective friction. I sat up fully, holding her still because it was already overwhelming. 

“I’ll text you the address. See you soon.” 

Kelly hung up the phone leaned to set it on the nightstand.

“She… she’s not really-”

“Oh, yeah. She’s coming, babe,” Kelly said, standing up. “We need to get in the shower. Come on.”

I wanted to get up, but I wasn’t sure my legs would hold at that moment. When she reached out her hand, though, I took it and tried not to let her see how affected I was. She kissed me before pulling me into the bathroom behind her. When she faced away from me to turn on the water, I unzipped her skirt, throwing it onto the counter when she stepped out of it. Then, I kissed her shoulder, lifting her shirt a little at a time, stopping briefly to squeeze both breasts before taking it the rest of the way off. She turned in my arms, unbuttoning my pants and shoving them down my hips with my underwear. I took off her bra before I finished undressing myself and when her panties fell to the floor, we got into the shower. I pressed my back into the tile, pulling Kelly against me. The water tickled slightly as it ran down between us. I started kissing her but, before it could go on too long, she pulled back.

“Not yet,” she breathed, putting body wash onto the loofah and beginning to wash me.

The slight scratchiness against me kept all of my senses alert. With every passing minute, we were closer to Sam’s arrival and the constant tapping of the warm water against my skin was the only thing that calmed me. When we were both clean and towel dried, we went into the bedroom to get dressed. I watched as she took a dark blue, lace bra and matching underwear from the top drawer of the dresser. She tossed me a black pair of boxer briefs. I watched her slide on her panties and then I walked up behind her to fasten her bra in place. She picked up one of her bottles of perfume from the corner of the dresser, my favorite one, and lightly spritzed it across her chest. 

She put on a pair of jeans and a light burgundy V-neck blouse that showed just the very top of her bra. I wore jeans also, with a loose, grey sleeveless shirt and, as Kelly suggested, no bra. When she was fully dressed, I glanced at the clock and realized it didn’t matter because I had no way of knowing if Sam would be early or late or if she would even show at all. Kelly started kissing me, probably in an attempt to calm my racing thoughts. Instead, it confirmed something that I’d already suspected. I pulled her closer, well beyond the point of being able to control myself.

“Babe-” she began to protest.

“I’m not gonna make it,” I whispered against her chest, inhaling her perfume.

She unbuttoned my pants in response and put her hand into my underwear.

“What are you doing?” I asked, picking my head up to look into her eyes.

“Let me help you. So you can last longer,” she answered, moving her fingertips gently against me.

It became much harder to stay standing the longer she continued, but her other arm had a firm grip around my waist. I buried my face into her shoulder, enjoying the way she brought me so effortlessly to the edge. Two of Kelly’s fingers pushed inside of me and, after three or four thrusts, the doorbell rang. Kelly looked in the direction of the door, then back to me, continuing in and out of me at a much faster pace. The anticipation of Sam waiting at the door meant that Kelly didn’t need to do much more before I was coming around her fingers. She withdrew, quickly going to the bathroom to rinse her hands, and going to answer the door.

As I let the flush in my cheeks fade, I fell weakly into a seated position on the bed. Not wanting to miss what was happening in the living room, I rebuttoned my pants and ambled toward the quiet conversation. When I came out of the bedroom, I saw Kelly and Sam walking toward the couch to sit down. I went to the kitchen to pour three glasses of wine before joining them. I sat in an adjacent chair and realized I wasn’t quite sure how to take the leap from sitting in the living room to having a threesome in the bed I shared with Kelly. Sam and Kelly both seemed to be much more comfortable than I felt. The sight of the two of them sitting next to each other, and the knowledge of what was to come, was incredibly distracting. Especially with so much of Sam’s skin showing in the shorts and plain blue, scoop neck t-shirt.

“So, uh, I can’t say that was a phone call I ever expected to get,” Sam said, taking a large sip of her wine.

“Well, I’ve never made a phone call like that so…” Kelly replied, trailing off.

“I’m glad you did,” Sam replied, biting her lip. 

Sam’s blatant flirting had immediate efficacy. Kelly smiled bashfully and I just watched the playful display, a constant hum of anticipation filling the room. 

“So, business before pleasure,” Kelly started, sipping from her glass. “I want to make sure we’re all on the same page.”

“I’m listening,” Sam said, turning a little more in her seat to face Kelly.

“Alex and I haven’t done anything like this before and it’s just going to be a one-time thing so that’s the main thing I want to be clear about,” she elaborated.

“One time as in one night? Or one time as in one time?” Sam asked.

“One night,” Kelly replied.

I saw Kelly’s cheeks flush and I found that I was really enjoying the effect that Sam was having on her.

“Perfect,” Sam said, looking Kelly up and down to further the reaction. “What else?”

“Well, um, we don’t want to assume anything so… Are you okay with penetration?”

“Definitely,” she replied, taking another sip.

“And if there’s anything that’s off limits for you that you want to-”

“I’m good,” Sam interrupted, shaking her head.

“Okay. Then, um, Alex was hoping that you and I would be the ones to get things started,” Kelly said, now seeming a little nervous.

“Oh, really?” she asked mischievously, looking over at me.

I hadn’t said anything yet, thankful that Kelly was in control of the situation. When Sam turned back toward Kelly, she leaned in to kiss her, adjusting slightly so that I could get a good look. Sam’s hand was on the back of Kelly’s neck and I heard the sharp inhale from my girlfriend just before their lips met. The second it happened, I felt the warm tension in my low belly. With how quiet the room was, I could hear the beautiful wet sounds of their continuous make out session. When Sam’s tongue slipped into Kelly’s mouth, I swallowed hard, determined not to give in to the dizzying blackness taking over my vision.

For several minutes, they kept at it like I wasn’t even in the room and Sam’s hand finally slid far enough down Kelly’s chest to massage her breast. I appreciatively scanned the scene before me, paying special attention to each point of contact between them. When Kelly moaned into Sam’s mouth, it was like it flipped a switch in Sam. She gripped Kelly around the waist, pulling her to straddle her lap without separating their lips. I continue to sit, watching silently, save for my uncontrolled breathing. Growing impatient, Sam’s hands slipped under Kelly’s shirt. Dragging it higher, they stopped kissing for a fraction of a second to remove it.

Sam’s thumbs dug into Kelly’s hips as the kissing became more heated. Then, her hands slipped back to grip Kelly’s backside, yanking her closer. Kelly gasped at the unexpected assertiveness, unintentionally breaking the kiss. Sam tried to pull her back in, but Kelly’s hand landed palm out at the center of her chest. She took a few deep, heavy breaths.

“Maybe we should go into the bedroom now,” she said, voice shaking.

“Lead the way,” Sam said, releasing her hold.

I got up to follow them, feeling the far too noticeable dampness between my legs with each step. We ended up next to the bed. Kelly pulled me into the space between her and Sam, kissing me softly and in a crucially different way than she’d been kissing Sam a minute ago. When she pulled back, I was breathless and she took advantage of my vulnerability, turning me so that I was now facing Sam. Kelly’s breasts pressed into my back as she gripped Sam’s waist around me. Sam started kissing me and it felt so strange, at first, to kiss lips that weren’t Kelly’s. Sam’s were thinner, but she was really good at kissing and I was already having a great time long before I felt Kelly’s hands slide back toward me.

Sam’s hips pressed into the backs of Kelly’s hands as she unbuttoned my jeans, jerking down the zipper. While softly biting my lip, Sam accepted Kelly’s invitation and her hand quickly disappeared under the waistband of my underwear. I felt one finger slide along my unfettered arousal, dipping it inside of me unexpectedly. My moan tickled my lips as it radiated back off of hers. She pulled out, sinking in once more before removing her hand completely. I didn’t blink as she broke the kiss, lifting her hand toward her reddened lips. When she sucked her middle finger into her mouth, all the way to the knuckle, my throat immediately went dry. It was about the 296th time I wondered if this was all real. 

I was still so stunned by the erotic act that it took me a few seconds to notice that Kelly was working to take my shirt off. I lifted my arms to aid her efforts and felt my nipples stiffen under the light breeze from the fan and Sam’s visual appraisal. Despite Kelly’s post shower assistance, I was dangerously close from the intensity of all the sensory information that was bombarding me. As Sam experimented with my nipples, her hand on my right and mouth on my left, Kelly started pushing my pants and underwear further down my legs. They fell the rest of the way to my ankles and I stepped out of them with some effort.

Then, she moved momentarily to get the strap-on from its place in the drawer of my nightstand. When she returned, I took it from her, stepping back so that I had enough room to step into it. Sam backed Kelly toward the bed and stood between her open legs and began kissing her again, continuing to undress her. At the same time, Kelly helped Sam out of her clothing. It took me longer than usual to get the strap-on in place and secured because I couldn’t stop watching them go at each other like that. The leather pressed provokingly against my swollen lips as I reached to the back of the drawer for a condom. I wasn’t even sure I had any since I didn’t use them with Kelly, but luckily there were six left. More than enough for a really fun night.

“Do you want some help with that?” Sam asked, turning her head upon hearing the wrapper.

“I got it,” I replied, not wanting her to stop what she was doing to Kelly.

Then, Sam made a show of whispering something into Kelly’s ear. I paused, watching curiously, especially when Kelly’s cheeks reddened afterward. She reached out, taking my hand and pulling me closer to the bed.

“Babe, let Sam do it,” Kelly breathed. 

I had no idea what she’d said to Kelly, but her expression made me more than willing to let her take over. She took the lubricated latex from me and sat me on the bed beside Kelly before getting on her knees between my legs. I leaned back, holding myself up with my palms flat on the mattress behind me. Sam placed the condom on the tip of the toy, rolling it down an inch or two before replacing her fingertips with her lips, driving it the rest of the way down. I felt the soft pressure as the hard silicone met the back of her throat, effectively sheathing it. 

“Wow. I never thought I’d find a blowjob so erotic,” Kelly said, watching as Sam continued to suck on it.

When Kelly pulled Sam’s hair back from her face, she held it in a loose fist, watching as Sam took advantage of the lack of obstacle. If I kept watching, there was a good chance I could come from the visual alone. I dropped my head back, squeezing my eyes closed so that I could fight it off. When I was able to muster the amount of focus required, I stopped Sam with a hand on her shoulder. She looked up at me, the wet rubber still between her lips, but she was no longer moving. As soon as she released me, I got up from the bed, ready to go further while I was still able. Sam got to her feet, wiping the excess saliva from the corner of her mouth with her thumb.

“How do you want me?” Sam asked, teasing her fingers through her own wet lips.

“On top of Kelly on the bed,” I said without having to think too hard about it.

Kelly moved back to lie on the bed and Sam climbed onto her on all fours, her knees against Kelly’s hips. As soon as she was in place, she and Kelly started kissing. As I got onto the bed behind Sam, I could easily see how wet she was and I heard Kelly moaning under hear as Sam teased between her legs. To get her to spread open more for me, and to give Kelly more sensation, I pressed on the inside of Sam’s thighs to get her to move her knees further apart. Now that she was mostly flush to Kelly’s body, I positioned myself at Sam’s opening. Kelly’s hands traced down Sam’s spine, finally landing at the backs of her thighs.

“Fuck,” I breathed, as Kelly held her open for me. 

I was surprised by how tight she felt when I pushed the first few inches into her, Sam’s hand coming out from between Kelly’s leg to steady herself. To help her adjust, I pulled out and repeated the motion a few times as she stretched around me. Her moans were muffled against Kelly’s lips as I went deeper. The angle took some getting used to as my nipples brushed against Sam’s back with each thrust. One of my hands gripped the sheet by Kelly’s waist while the other overlapped Kelly’s hand on Sam’s hip. Now enjoying the full length of each stroke, it was easy enough to get into a rhythm and that served to ease my overstimulation for now.

“Oh, god. Fuck, Alex. That feels so good,” Sam said, barely intelligible with her mouth against Kelly’s chest.

Hearing Sam say those things made me want to fuck her harder, but I’d only be able to do it for a few seconds or else I’d risk coming before her. Curse words continued to fill the space around us, some of them Kelly’s, as Sam slid against her with each collision of our hips. With Sam’s forehead resting against Kelly’s shoulder, I was able to get a good look at Kelly’s face. Her eyes opened slowly. Seeing the widened pupils and the sweat on her pink cheeks caused me to pick up speed. Kelly’s eyes squeezed shut again as I kept up the new, faster pace. Sam’s desperate grunts sounded closer together now and I was excited by the thought of her coming with me buried deep inside of her.

I closed my eyes as I continued, trying to focus on what Sam and Kelly needed in that moment. With each minute that passed, the more obvious her approach became. Clearly, Kelly felt it too because she wrapped her arms tighter around Sam right before I felt the corresponding grip inside as the force pulled me deeper before pushing back against me. The longer she trapped me within her tightening muscles, the less I was able to control my own reactions. I heard the soft gush as the hot slickness forced its way out around the deeply nestled silicone. The slight movements of the toy as her walls clenched and released was too much for me to stop the wave this time. I did my best to remain subtle as I came because my desire to maintain dominance was more urgent.

When I felt confident that I wouldn’t give myself away, I retracted the hard length from Sam and removed the condom, panting slightly. To be extra safe, and to give myself time to recover, I quickly picked up one of the small packages from the bedside table and rolled a new condom down to the base. Taking a deep breath, I returned to my previous position only slightly adjusted to be able to enter Kelly, keeping Sam right where she was. The sheet under her already had a building wet spot as Kelly dripped even more with the anticipation of the first thrust. I couldn’t see her now because Sam’s lips were on hers and Sam’s moans joined Kelly’s with each strike of the soft leather and skin against her sensitive flesh.

I fought against my own sensitivity, dropping my forehead to Sam’s back momentarily so that I could refocus. I knew Kelly’s body very well by now and even with some of her attention elsewhere, I could feel the first faint quivers pulsing against my hardness. Usually, Kelly and I were face to face when I was inside her like this so it was a strange feeling to be so disconnected, at least visually. I heard her grunt harshly and thought for a second that I’d hurt her until I noticed that Sam’s mouth had latched onto Kelly’s shoulder. She bit down, causing a surprising jerk as her muscles spasmed briefly. I heard the sharp suction as Sam marked her and one of Kelly’s hands gripped the back of Sam’s neck, holding her desperately in place.

“Please, don’t stop,” she begged.

“Are you talking to me or Sam?” I asked, nearly breathless.

“Both of you,” she panted. “Fuck.”

Finally, through the worst of my oversensitivity, I was better able to keep the pace steady so that I could build her up more before bringing her over the edge. She bit her lip and held her breath as the space inside her lessened significantly with the pressure of her squeezing muscles. I pushed back against the compression, holding her at the height of it as long as I could before she became limp under Sam. Exhausted, I pulled back, seeing warm fluid pool under her as I did. I dropped heavily onto my back beside them both, my feet hanging slightly off the edge of the bed as I fought the welling desire to fall asleep. I didn’t have much of a break before Sam started things up again. 

Reaching for another condom, she replaced it efficiently, with her hand this time. I wasn’t sure I could even move right now, but I was definitely on board anyway when she climbed on top of me, the toy pressing against her backside. She leaned forward to kiss me, brushing her hair over her shoulder with one hand, using that same hand to reach between my legs. Finding what she was looking for, she guided the toy into herself. When it was about halfway in, she rested back on her knees. I watched it go further into her as she relaxed into my lap, her palm resting above my belly button. Soon, she built a comfortable rhythm and brought her focus back to Kelly.

“Come here,” she panted, reaching out a hand.

When Kelly took it, Sam guided her so that she was straddling my face. It was mostly muffled by Kelly’s thighs beside my ears, but I could hear them kissing again as Sam slowed her pace to be able to maintain contact with Kelly’s lips. Kelly rocked softly against my mouth as I pushed my tongue into her. Most of the time, it was easy enough for me to come just from eating Kelly out. With Sam working herself to orgasm simultaneously, I was not at all surprised when a particularly effective drop of Sam’s hips started the warm ripples through my stomach. I moaned against Kelly’s wet lips as Sam kept going for a few more seconds. Her thighs hardening against my hips was my first clue that she was almost there.

She held still in my lap, smaller pulses jerking the toy softly against me. It was extremely distracting, but I continued what I’d been doing with my tongue between Kelly’s legs as Sam dismounted. I couldn’t see Sam, but I felt her move closer to Kelly and I didn’t know what she was doing, but it seemed to be helping. Kelly’s hips shifted less precisely against my lips and tongue and I prepared for the delicious outpour. I was impressed that she held out a little longer than expected. The delay made me crave it more and I was thorough as I cleaned the stickiness from her while she gasped and shivered slightly.

Sam moved across the bed so that Kelly could lie down between us and, this time, we did take a decent break. Eventually, I got up to get us some water and Sam sat up to drink hers while Kelly set her bottle on the nightstand. I drank half the bottle right away, standing next to the bed. Sam’s eyes were drawn to the heavy appendage that was still strapped to my waist. I wondered what it meant when she bit her lip but, luckily, she was quick to voice her request.

“Could I get a turn with that?” she asked me, taking another sip of water.

“That’s up to her,” I said, nodding toward Kelly. 

“Yeah. Give it to her,” Kelly agreed, sitting back against the headboard and finally reaching for her water.

Sam smirked, pleased to have gotten what she wanted. I went to the bathroom to clean the toy off before we continued and handed it to Sam when I returned to the bed. There was nothing I wanted more, right now, than to watch while Sam fucked Kelly and I struggled to ignore the anticipation as she finished adjusting the straps before getting back on the bed.

“I’ll be over here,” I said, going to a nearby chair. “I’m just gonna watch this time.”

“Then I guess we should put on a good show,” Sam said, sliding Kelly further down the bed with a firm grip on her hips.

Her knees pushed Kelly’s thighs apart as her palms landed on either side of Kelly’s head. She bent down to kiss her, mindful of where the toy was. It rested in the crease of Kelly’s inner thigh, far from the focus right now. One of Sam’s hands teased Kelly’s breast and the way she squirmed impatiently under the touch told me that she was ready for more. I wondered if Sam picked up on it, though it wasn’t all that subtle. It must have been intentional delay, then, when Sam started kissing and sucking on Kelly’s neck, driving her further into the frustration. Now on all fours, Sam moved down Kelly’s body, one lingering kiss at a time. I’d been on the edge of my seat from the start, but when Sam rested on her elbows between Kelly’s leg, the toy pressing into her own abdomen, I could barely stay in the chair.

Sam threw her hair back over her shoulders before teasing Kelly’s upper, inner thigh with pinching bites and wet kisses. Kelly’s body was completely tense until Sam’s tongue touched her. She immediately sank back into the bed, opening herself more fully for exploration. Reading the pleasure on Kelly’s face, knowing that Sam was making her feel that good, was a beautifully complex experience and I found that I’d been holding my breath for at least a few seconds now. Kelly gripped the sheets so hard that there was a soft popping sound as some of the threads snapped. She only released it to instead hold onto Sam’s hair as approving moans encouraged her.

As badly as I wanted Sam to continue, I was just as eager to see what was next. When Sam pulled back, wetness smeared on her chin, Kelly was very vocal about her displeasure. It was a familiar groan, full of demands. Sam didn’t disappoint her, easily slipping inside with the abundant lubrication. Now that Sam’s hips were moving, I couldn’t keep my hands still anymore. Leaning back in the chair, I touched myself just enough to stem the intensity. I was impressed with Sam’s proficiency with the strap-on and maybe even a little jealous of it as Kelly’s fingernails dug into her back. I could hear Sam grunting with the effort of her faster thrusts and I was so enthralled by that and Kelly’s exhortation, that my hands were back on the armrests, gripping the pliant fabric.

There was far more perfect detail than my brain would ever be able to properly catalogue, but I tried to savor it anyway. The shorter intervals between each moan ramped up the anticipation and I awaited Kelly’s orgasm with every ounce of my focus. Her head pushed further into the pillow, slightly obscuring her profile as her entire body tensed. Sam had slowed down, but didn’t stop especially when Kelly begged her not to. When Kelly’s hands released their grip on Sam’s skin, I noted the flicker of smugness before she leaned back a little at a time to pull out. Her hand slipped back and forth across the wet shaft a couple of times before she climbed off the bed to remove it. I got up to help because I couldn’t remain a passive audience after what I’d just seen.

The discarded appendage hit the floor with a loud thud as I got Sam back onto the bed, lying on her back next to Kelly who was still catching her breath as she turned her head to watch. I urged Sam’s thighs apart, one of them resting on Kelly’s. As worked up as Sam was, I didn’t bother to tease her any more, bringing my lips and tongue straight to her beckoning wetness. I liked the way she tasted and there was plenty to sample as more dripped from her. With all of the sounds and words of encouragement, I couldn’t keep still. My hips pushed against the bed in time with her hips against my mouth. Kelly turned onto her side, brushing Sam’s hair away from her sweat slicked neck and kissing her way down her chest from there.

Watching it happen as I continued licking and sucking between Sam’s legs sent me into an orgasm and I groaned into Sam, embarrassed that she probably knew what was happening since my whole body was tense and trembling. Hopefully whatever praise Kelly was saying into Sam’s ear was distracting enough for her not to notice. Moments after Sam’s hips started pushing more insistently toward me, I felt her warmth pooling against my lips as her thighs closed in around me. Several seconds passed with her hips lifted off the mattress and I took advantage of the angle to press my tongue inside of her, wanting to feel the arrhythmic pulses that I’d caused with the help of my talented girlfriend.

I could confidently say I’d never had a night quite like tonight and, as we all stayed in a naked pile of limbs, I found myself being even more thankful and appreciative that I had Kelly in my life. Every muscle in my body already ached and I found it difficult to move ten minutes later when Sam sat up, dropping her feet to the floor. She stretched, her long arms reaching toward the ceiling before she stood up and began collecting her scattered clothing. While she dressed, I put on a pair of shorts and a t-shirt and Kelly grabbed a robe from the closet, tying it loosely at the waist.

“I should get back. I have an early flight tomorrow,” Sam said, zipping up her jeans. “But, I had a really good time.”

“So did we,” I replied as she pulled her shirt on.

“You know, I know you said this was a one-time thing, but if you guys change your mind… just let me know,” Sam said, putting on her shoes.

“We’ll keep that in mind,” Kelly replied, slipping her arm around my waist.

She started walking toward the door, Kelly and I following behind her as she picked up her purse from the table on the way.

“Well, I guess I’ll see you guys next time I’m in town,” she said, opening the door.

“Drive safe and sleep well,” Kelly said.

“Oh, I don’t think I’ll have any trouble sleeping,” she replied, biting her lip. “Night.”

She turned on her heels, closing the door behind her. I locked it, leaning back against it and noticing how much different the room felt without her in it. As much fun as the night had been, nothing made me more content than having Kelly to myself again. She started to walk back toward the bedroom, but I pulled her back to me by the hem of her short robe. She turned, looking at me questioningly.

“Are you okay?” I asked, wrapping my arms around her waist.

“Sore. Very tired. But definitely okay,” she replied after taking a second to consider.

“When you say very tired…” I began, before finishing the thought with a kiss on her neck.

Without resistance, I continued kissing up her neck, along her jaw, and lingering for several minutes at her lips.

“Alex…” she started, holding my hand still when I reached to open the robe. “You don’t have anything to prove.”

I wasn’t quite sure how she meant it. Did she think that I was trying to show her that I could please her better than Sam just had or did she think I was trying to overcompensate for how much I enjoyed what we’d all done together? It wasn’t either of those things, though maybe they were both present to a small degree. 

“I just want to be with you. Just us,” I assured her, kissing her softly.

“Okay,” she whispered, nodding.

I yanked the long piece of fabric, holding her robe closed, and watched eagerly as it slid open. I picked her up, feeling her warmth through my shorts as she wrapped her legs around my hips. The silky cloth fell to the floor on the way and when we were back in the room, I set her on the bed, the blankets barely hanging from one corner of the mattress. Even though she was naked already, I continued kissing her for a while without going any further, wanting to enjoy the way it felt with all of that affection bursting behind it. Her fingertips rested on my lower back, inching up my shirt as more time passed. When her hands slipped underneath, gently squeezing both of my breasts, it was time for more. 

I sat back on my knees, throwing my shirt over to an unoccupied area of the bed, doing the same with my shorts. When I got back on top of her, I teased lightly between her legs, testing to see how sensitive she was. She wrapped one leg around my hip and it was very clear feedback. With two fingers inside of her, I basked in the intense warmth of each soft twitch of muscle. Her lips parted as she started to breathe harder. While I certainly enjoyed the visual of Sam on top of her, sinking the full length of the strap-on repeatedly, there was nothing like seeing Kelly’s reactions from a few short inches away. I could feel her breath on my cheek as I focused on each movement of my fingers. I went slow, not wanting to overwhelm her, but I made each touch count. 

When her hips started to follow the sensation, I doubled down on my focus because she was moments from peaking. By now, it was very late and what I wanted second most in the world just then was to be snuggled up against Kelly, falling into a deep and satisfying sleep. What I wanted first most was literally at my fingertips. My hips followed behind my hand for greater pressure and movement. Her arms were wrapped around my shoulders as she came and it was strange how our night with Sam made me feel things so much more intensely with Kelly. I kissed her, keeping my fingers buried inside of her until I felt the tension inside her relax. Knowing for sure now that I’d used every last bit of my energy, I collapsed next to her, ready to crash.

“Were you going to put on pajamas?” Kelly asked, when several minutes passed without any movement from me.

“No,” I mumbled, not bothering to open my eyes.

“Do you want the blanket?”

In answer, I turned onto my side and pulled her against me, reaching across to turn off the light on the nightstand. It was all I could manage in my thoroughly exhausted state and I fell asleep almost immediately, leaving further dissection for the morning.


End file.
